Contract analysis

Section 1. Identity of Transferor.

1. The transferor's full legal name is Greystone Meridian Partners Fund III, L.P.

2. The transferor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware.

3. The transferor's principal office address is: Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

4. The transferor's United States Employer Identification Number ("EIN") is: 83-1647205.

Section 2. Non-Foreign Person Status.

1. Seller hereby certifies that it is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. For purposes of this Certificate, a "foreign person" means a nonresident alien individual, a foreign corporation that has not made an election under Section 897(i) of the Code to be treated as a domestic corporation, a foreign partnership, a foreign trust, or a foreign estate, each as defined in the

2. Seller further certifies that it is not a "foreign corporation," a "foreign partnership," a "foreign trust," or a "foreign estate," as those terms are defined in Section 7701(a)(5) and Section 7701(a)(31) of the Code and the Treasury Regulations promulgated thereunder.

3. Seller affirmatively states that it is a domestic partnership duly formed and validly existing under the laws of the State of Delaware, and that it is treated as a partnership for United States federal income tax purposes.

Section 3. General Partner Information.

1. Seller's sole general partner is Greystone Meridian Capital LLC, a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (the "General Partner").

2. The General Partner's principal office address is: Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

3. The General Partner's EIN is: 83-1520984.

4. The General Partner hereby certifies that it is not a foreign person, is not a disregarded entity (within the meaning of Treasury Regulations Section 1.1445-2(b)(2)(iii)) whose sole owner is a foreign person, and is not otherwise a foreign corporation, foreign partnership, foreign trust, or foreign estate as those terms are defined in the Code. The General Partner is a domestic limited liability company classified

Section 4. Taxpayer Identification.

1. Seller's United States taxpayer identification number is its EIN: 83-1647205.

2. Seller confirms that it has a valid United States taxpayer identification number that has been duly issued by the Internal Revenue Service and that such number has not been revoked or otherwise rendered invalid.

Section 5. Description of Transaction.

1. This Certificate is delivered in connection with the Agreement, dated as of February 28, 2024, between Seller and Buyer.

2. Pursuant to the Agreement, Seller is disposing of its interests in certain entities that hold United States real property interests (within the meaning of Section 897(c) of the Code), specifically, one hundred percent (100%) of the membership interests in each of the following fourteen (14) Delaware limited liability companies (collectively, the "Target Entities"):

3. Each of the Target Entities is a Delaware limited liability company that directly or indirectly holds United States real property interests. The disposition of 100% of the membership interests in each Target Entity constitutes the disposition of a United States real property interest within the meaning of Section 897(a) of the Code.

Section 6. Additional Representations.

1. Seller understands that this Certificate may be disclosed to the Internal Revenue Service by Buyer or any other withholding agent and that any false statement contained herein could be punished by fine, imprisonment, or both, as provided by the criminal penalty provisions of the Code, including but not limited to Section 7206 thereof, and other applicable federal law.

2. Seller understands and acknowledges that Buyer is relying on this Certificate in determining whether withholding is required under Section 1445 of the Code in connection with the transactions contemplated by the Agreement. Seller agrees to indemnify and hold harmless Buyer from and against any and all liability, loss, cost, damage, or expense (including reasonable attorneys' fees and disbursements) that Buyer may

3. Seller represents and warrants that it has not been a "foreign person," as that term is defined in Section 1445(f)(3) of the Code, at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code (i.e., the shorter of (a) the five-year period ending on the date of the disposition of the United States real property interests contemplated by the Agreement or (b) the period during which Sell

1. The undersigned has full power and authority to execute and deliver this Certificate on behalf of Seller. No further action, consent, or approval of any other person or entity is required in connection with the execution and delivery of this Certificate.

2. This Certificate is executed by Greystone Meridian Capital LLC, a Delaware limited liability company, acting in its capacity as the sole general partner of Seller, and the undersigned is a duly authorized representative of the General Partner.

3. The authorized signatory executing this Certificate on behalf of the General Partner is Victor Lansdell, Co-Founder & Managing Partner of Greystone Meridian Capital LLC, who has been duly authorized by all requisite action of the General Partner to execute and deliver this Certificate.

Section 8. Governing Law and Miscellaneous.

1. Statutory Basis. This Certificate is delivered pursuant to Section 1445(b)(2) of the Code and Treasury Regulations Section 1.1445-2(b)(2), which provide that withholding under Section 1445(a) of the Code is not required with respect to the transfer of a United States real property interest by a transferor that furnishes an affidavit to the transferee stating, under penalty of perjury, the transferor's name, United

2. Duty to Update. Seller agrees to inform Buyer promptly in writing if any of the certifications, representations, or statements contained in this Certificate become inaccurate, incomplete, or misleading in any material respect prior to the closing of the transactions contemplated by the Agreement (the "Closing"). In the event that any such certification, representation, or statement becomes inaccurate prior to the

3. Severability. If any provision of this Certificate shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Certificate shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be reformed to the minimum extent necessary to make such provision v

4. Reliance. This Certificate may be relied upon by Buyer and its successors and assigns in connection with the transactions contemplated by the Agreement. Seller acknowledges that Buyer may furnish a copy of this Certificate to the Internal Revenue Service, any title insurance company, any escrow agent, and any other party reasonably requesting the same in connection with the Closing.

5. Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction. UNDER PENALTY OF PERJURY, I DECLARE THAT I HAVE EXAMINED THIS CERTIFICATE AND, TO THE BEST OF MY KNOWLEDGE AND BELIEF, IT IS TRUE, CORRECT, AN